|A reference to the CMA approval of the request of the Arabian Shield Cooperative Insurance Company (“Arabian Shield”) to increase its capital for the purpose of merging of Alinma Tokio Marine Company (“Alinma Tokio Marine”) into Arabian Shield through an offer to exchange securities issued on (03/03/1445H (corresponding to 18/09/2023G). |
Earlier today, Arabian Shield published the offer document addressed to the shareholders of Alinma Tokio Marine (the “Offer Document”), which includes the relevant details of the offer submitted by Arabian Shield to the shareholders of Alinma Tokio Marine for the purpose of merging Alinma Tokio Marine into the Arabian Shield in return for issuing new shares to shareholder of Alinma Tokio Marine in Arabian Shield, prepared in accordance with the requirements Article (38) of the Merger and Acquisition Regulations issued by the Board of the CMA pursuant to Resolution No. 1-50-2007 dated 21/09/1428H (corresponding to 03/10/2007G) based on the Capital Market Law issued by Royal Decree No. M/30 dated 02/06/1424H, amended by the CMA Board Resolution No. 8-5-2023 dated 25/06/1444H corresponding to 18/01/2023G based on the Capital Market Law issued by Royal Decree No. M/30 dated 02/06/1424H and the Companies Law issued by Royal Decree No. Article / 132 dated 01/12/1443H. ("Mergers and Acquisitions Regulations").
In the regard, Alinma Tokio Marine announces to its shareholders to the publication of the circular of its Board of Directors (“Circular of the Board of Directors” or the “Circular”) prepared in accordance with the requirements of Article (39) of the Merger and Acquisition Regulations, which includes the opinion of the Board of Directors of Alinma Tokio Marine regarding the offer submitted to the shareholders of Alinma Tokio Marine regarding the merger deal, and also includes independent advice provided to the Board of Directors of Alinma Tokio Marine by Yaqeen Capital (“Yaqeen Capital”), who was appointed as a financial advisor to Alinma Tokio Marine in relation to the merger deal in accordance with the provisions of Article (18) of the Merger and Acquisition Regulations.
Attached is a copy of the circular of the Board of Directors for this announcement. A copy of the circular can also be obtained by visiting Alinma Tokio Marine’s website (www.atmc.com.sa). Or Tadawul’s website (Home (saudiexchange.sa)). Or Arabian Shield’s website (Arabian Shield Cooperative Insurance Company | Home (der3.com)). Or CMA’s website (Capital Market Authority | Home (cma.org.sa))
Alinma Tokio Marine would also like to confirm that a number of documents related to the merger deal described in the circular of Board of Directors of Alinma Tokio Marine will be made available for inspection by the shareholders of Alinma Tokio Marine, starting from the date 06/03/1445H (corresponding to 21/09/2023G). The documents are available during normal working hours (from eight in the morning until four in the evening) during any working day (Sunday to Thursday) from the date of publication of this circular until the end of the Offer Period (as defined in the circular of the Board of Directors).
Main headquarters, located in (https://www.bing.com/maps?osid=9942cee9-9226-4931-b9ec-4e5dcb693b2c&cp=24.706658~46.636851&lvl=13.98&pi=0&imgid=2ff88e58-31e3-4f58-bb5f-8d29e195518f&v=2&sV=2&form=S00027 ).
The Board of Directors of Alinma Tokio Marine confirms the importance of shareholders reading the Offer Document and the Circular of the Board of Directors in detail before voting on any of the decisions related to the merger deal. In the event of any doubt regarding the actions that should be taken, Alinma Tokio Marine's Board of Directors recommends that the concerned shareholder obtain independent financial advice from an independent financial advisor licensed by the CMA, provided that the concerned shareholder ascertains the suitability of the merger deal, the information contained in the offer document, and the Circular of the Board of Directors of its investment objectives and financial conditions.
For more details about the merger deal, its terms and conditions, all related matters, and the procedures for completing the merger deal, please see the offer document and the Circular of the Board of Directors. Alinma Tokio Marine will also announce any material developments regarding the merger deal in due course.